================================================================================
                     U.S. SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                -----------------

FORM 10-QSB

     (X) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
         ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2003

     ( ) TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

               Commission file number: 000-27841

                           CIRCLE GROUP HOLDINGS, INC.
        (Exact Name of Small Business Issuer as Specified in Its Charter)

            ILLINOIS                                         36-4197173
 (State or Other Jurisdiction of                         (I.R.S. Employer
  Incorporation or Organization)                        Identification No.)

                  1011 CAMPUS DRIVE, MUNDELEIN, ILLINOIS 60060
                    (Address of Principal Executive Offices)

                                 (847) 549-6002
                (Issuer's Telephone Number, Including Area Code)

         Check whether the issuer: (1) filed all reports required to be
        filed by Section 13 or 15(d) of the Exchange Act during the past
          12 months (or for such shorter period that the registrant was required
           to file such reports), and (2) has been subject to
                 such filing requirements for the past 90 days.

                                             Yes   X  No
                                                  ---     ---

      The registrant has a single class of common stock, par value $.00005 per
share (the "Common Stock"), of which there are 26,112,113 shares issued and
outstanding as of June 30, 2003.

         Transitional Small Business Disclosure Format (Alternative 2):

                                  Yes X   No
                                     ---    ---

================================================================================

<PAGE>
                                     PART I

                              FINANCIAL INFORMATION

Item 1. Financial Statements

                  CIRCLE GROUP HOLDINGS, INC. AND SUBSIDIARIES
          NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business

Circle Group Holdings, Inc. (the "Company") operates Fiber-Gel Technologies,
Inc. ("Fiber-Gel"), Mini-Raman Lidar Technology, ThraxVac Technology, The Brave
Way Training Systems, Inc., Consulting CGI, and On-Line Bedding Corp. divisions.
As part of the transition to the Company's new sales and marketing business
model, Circle Group has sought to dispose of certain corporate assets that do
not enhance the restructured operations, including, but not limited to, CGI
Capital, Inc., its e-finance operating segment and registered broker-dealer, and
Veridisc, its software development division.

* Fiber-Gel Technologies is currently the primary focus of the Company.
Fiber-Gel owns the exclusive, worldwide license for all fields of use to Z-Trim,
an all-natural, carbohydrate-based fat replacement developed by the Agricultural
Research Service of the United States Department of Agriculture "USDA". Z-Trim
can be used to decrease fat and calories and increase insoluble healthy fiber in
foods. The target markets for Z-Trim include: dairy (cheeses, dips, spreads)
baked goods & confectionary (breads, cookies, candies, cakes, pies), cereals,
pasta, snack foods (chips, crackers, energy bars), meats (burgers, lunch meats,
deli meats, sausages, hot dogs, fish dogs), beverages (energy drinks, shakes,
beers, weight loss drinks), face and hand lotions. The Company has received over
100 inquiries since September 2002 relating to the manufacture, food processing,
distribution and sale of Fiber-Gel's primary product Z-Trim, which the Company
has the right to produce pursuant to an exclusive license from the USDA. The
Company began sample production in April 2003 of Z-Trim and has entered into
mutual non-disclosure agreements and discussions with Mitsubishi Australia,
Manildra Mills, McDonalds' and Proctor & Gamble to pursue potential
opportunities for Z-Trim. The Company recently provided milk & dark chocolate
samples to Nestle' using Z-Trim in Nestle's recipes. The Company also received a
request from LaBatt's Beer to provide a low-calorie lager formula using Z-Trim.
To respond to the recent concerns over obesity, and rising health care costs,
Fiber-Gel is launching a campaign to offer Z-Trim usage "Rights of First
Refusal" to large food processing companies in several categories.

* NAT Tools For Good Health The Company recently acquired the worldwide
exclusive license to the NAT Web. The Nutrition Analysis Tool (NAT) website
developed by the Department of Food Science and Human Nutrition at the
University of Illinois. The University of Illinois' NAT website is an
interactive, web-based system designed to empower individuals to select a
nutrient rich diet. This fully functional nutrient analysis program utilizes the
USDA nutrient database, including over 6000 foods as well as information from
food companies. NAT provides information on the relative composition of food and
could aid consumers in their quest to achieve or maintain good health via

<PAGE>

nutritious eating. The web site will be available to the commercial marketplace
and will act as a conduit for providing information about Ztrim.
* In addition, the Company also recently acquired the worldwide rights to all
fields of use for the Mini-Raman Lidar technology. The Mini-Raman Lidar system
was patented and developed by the Department of Energy "DOE" at Brookhaven
National Laboratory. It is a short-range tool to screen unknown biological,
chemical, narcotic and hazardous substances without having to come in contact
with them. When commercially developed, this tool will give first responders the
ability to detect substances on surfaces as well as in bulk quantity from a
distance of three to fifteen feet. The Mini-Raman Lidar is a standoff technology
that, unlike other typical devices, does not require physical collection of
toxic materials to identify their composition.

* The Company also recently acquired the worldwide rights to all fields of use
for the ThraxVac technology, which provides a way to capture ambient anthrax or
Clostridial endospores, and simultaneously trigger activation of the spore,
which marks the beginning of the spores' loss of high resistivity. By using Heat
and Moisture to activate the spore, the dormancy is broken and the spore begins
to germinate thereby becoming vulnerable to injury. The stream of newly
activated spores are then exposed to alpha particle bombardment via a polonium
source, which damages the DNA containing protoplast causing spore death and an
inability to complete germination and produce toxin. The collection devices will
be both portable and as part of an HVAC system using a HEPA filtering system
with polonium 210 inserts to provide a "continuous killing repository" for the
collected spores.

* The Brave Way Training Systems, a wholly owned subsidiary, is a security
training and product company. The Brave Way offers proven, highly effective,
low-cost self-defense courses and videos with a uniquely targeted curriculum
focusing on: personal safety and self-defense including rape prevention. Courses
are offered for police officers and security personnel through The Brave Way's
state certified law enforcement training, for students and teachers,
individuals, Airline Personnel, Hospital personnel, through park districts,
clubs, churches, and other organizations as well as corporations. The Brave Way
instructors have multiple backgrounds and experience in martial arts, security,
self-defense, and military.

* Consulting CGI, Circle Group's business consulting division was developed as a
result of the Company's own growth experience. Based on the belief that most
entrepreneurs are highly knowledgeable in specific areas of their business, but
require various consulting services in order to grow their companies. Consulting
CGI has previously provided services to fourteen client companies but currently
only provides such services to its wholly owned subsidiaries.

* On-Line Bedding Corp. founded in 1981, is a distributor of pillows, blankets
and other bedding products to airlines, hospitals, government, and other
commercial and institutional customers. On-Line Bedding subcontracts the
production of pillows, blankets and other bedding products to manufacturers.
On-Line Bedding's customers include hospitals, nursing homes, hotels and motels,
and transportation-based companies such as airlines, railroads and motor coach
companies. On-Line Bedding purchases its raw materials from various suppliers,
and contracts production of its airline pillows and blankets with third party
manufacturers. It maintains several sources for its products and has never
experienced any difficulty in obtaining raw materials. It warehouses a limited
inventory, and drop ships its products from manufacturers or wholesale suppliers
in multiple locations throughout the United States to reduce freight costs for
its customers. On-Line Bedding's primary accounts include AMTRAK, as well as


<PAGE>

certain domestic and international airlines. On-Line Bedding is on an electronic
invoice system with the United States military for a specialty pillow, which has
been regularly purchased by the U.S. Armed Forces. On-Line Bedding is also an
authorized pillow and related product vendor for a hospital purchasing group of
over 500 members in eight states.

HISTORICAL BUSINESS INFORMATION: The Company, founded in 1994, was the first
company to complete an entire end-to-end capital raising campaign over the
Internet without assistance from the traditional investment banking community.

* On July 22, 1999, the Company's board of directors declared a 2-for-1 stock
split of the outstanding common stock. Their articles of incorporation were also
amended to decrease the par value per share of the common stock to $.00005.

* On November 16, 2000, the board of directors declared a 2-for-1 stock split of
the outstanding common stock.

* On August 29, 2002, the Company acquired Fiber-Gel from UTEK Corporation.
Z-Trim is a fiber made from the hulls of oats, soybeans, peas and rice or bran
from corn or wheat. It may be used to replace fat and calories in a variety of
products, including reduced-calorie cheeses, baked goods hamburger, salad
dressings, peanut butter and confectionary products.

* In January 2003, Circle Group Internet Inc changed its name to Circle Group
Holdings, Inc.

A summary of significant accounting policies follows.

Presentation of Interim Information

In the opinion of management, all adjustments, consisting only of normal
recurring adjustments, necessary for a fair presentation of the financial
condition and results of operations of the Company for the periods presented
have been included. Interim results are not necessarily indicative of results
for a full year. Certain information and footnote disclosures normally included
in the financial statements prepared in accordance with accounting principles
generally accepted in the United States have been omitted.

Principle of Consolidation and Presentation

The accompanying consolidated financial statements include the accounts of
Circle Group Holdings, Inc. and its subsidiaries, Fiber-Gel Technologies, Inc.,
Thebraveway.com, Inc., On-Line Bedding Corporation, PPI Capital Corp., CGI
Capital, Inc. (FKA CGI Securities, Inc.) and Veridisc Corporation, after
elimination of all intercompany accounts and transactions. Certain prior period
balances have been reclassified to conform to the current period presentation.


<PAGE>


CIRCLE GROUP HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET (UNAUDITED)

JUNE 30, 2003
--------------------------------------------------------------------------------
ASSETS
--------------------------------------------------------------------------------
Current Assets
  Cash and cash equivalents                                        $    422,883
  Accounts receivable                                                    87,928
  Prepaid expenses and other assets                                       7,304
  Employee loans and advances                                            17,911
  Inventories                                                            13,342
                                                                   ------------
    TOTAL CURRENT ASSETS                                                549,368
                                                                   ------------
Property and equipment, net of accumulated
 depreciation of $749,715                                               787,700
                                                                   ------------
Other Assets
  Deposits and others                                                    11,090
  License Right                                                          75,000
                                                                   ------------
                                                                         86,090
                                                                   ------------
                                                                   $  1,423,158
                                                                   ============
LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
  Accounts payable and other liabilities                           $    247,107
  Officers' loan due on demand                                          218,600
  Capital lease obligations, current portion                             21,893
                                                                   ------------
                                                                        487,600
Long-Term Liabilities,
  Capital lease obligations, net of current portion                      90,670
                                                                   ------------
    TOTAL LIABILITIES                                                   578,270
                                                                   ------------
Stockholders' Equity
  Common stock, $.00005 par value; authorized
   50,000,000 shares; issued and outstanding
   26,571,540 shares                                                      1,329
  Additional paid-in capital                                         21,977,765
  Note receivable for stock (contra-equity)                            (400,000)
  Unamortized expense (contra-equity)                                  (255,750)
  Accumulated Deficit                                               (20,467,187)
  Treasury stock, at cost                                               (11,269)
                                                                   ------------
                                                                        844,888
                                                                   ------------
                                                                   $  1,423,158
                                                                   ============

SEE NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS.

<PAGE>


CIRCLE GROUP HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

<TABLE>
<CAPTION>
                                              For Three Months ended        For Six Months ended
                                                    June 30,                       June 30,
                                              2003            2002            2003           2002
-----------------------------------------------------------------------------------------------------
<S>                                      <C>             <C>             <C>             <C>
Revenues:
  Products                               $    172,356    $    132,007    $    326,497    $    248,550
  Services                                     27,466          17,450          73,592          34,349
                                         ------------------------------------------------------------
                                              199,822         149,457         400,089         282,899
                                         ------------------------------------------------------------
Cost of Revenues:
  Products                                    106,486          97,325         259,028         184,632
  Services                                     66,319         659,983         172,767         984,461
                                         ------------------------------------------------------------
                                              172,805         757,308         431,795       1,169,093
                                         ------------------------------------------------------------
Operating expenses:
  Selling, general and administrative         312,355         612,835         597,178       1,146,841
  Reduction of long-lived assets                   --          93,145              --          93,145
                                         ------------------------------------------------------------
                                              312,355         705,980         597,178       1,239,986
                                         ------------------------------------------------------------
     OPERATING (LOSS)
                                             (285,338)     (1,313,831)       (628,884)     (2,126,180)
                                         ------------------------------------------------------------
Other incomes (expenses):
  Other income                                 23,202           4,087         106,718           4,641
  Interest income                                 467             391             989          20,884
  Gain on sales of long-lived assets          155,554              --         155,554              --
  Interest (expense)                          (13,656)             --         (19,329)             --
  Realized (loss) on securities                    --          (3,165)             --          (3,165)
                                         ------------------------------------------------------------
                                              165,567           1,313         243,932          22,360
                                         ------------------------------------------------------------
     NET (LOSS)                          $   (119,771)   $ (1,312,518)   $   (384,952)   $ (2,103,820)
                                         ============================================================
Net Loss per Share - Basic and Diluted   $      (0.00)   $      (0.06)   $      (0.02)   $      (0.10)
                                         ============================================================
Weighted Average Number of Shares          26,112,113      20,241,582      25,131,945      20,120,615

</TABLE>


SEE NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS.

<PAGE>

CIRCLE GROUP HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

<TABLE>
<CAPTION>

FOR SIX MONTHS ENDED JUNE 30,                                     2003          2002
----------------------------------------------------------------------------------------
<S>                                                          <C>            <C>
Cash Flows From Operating Activities:
  Net (loss)                                                 $  (384,952)   $(2,103,820)
  Adjustments to reconcile net (loss) to net
   cash (used in) operations:
   Depreciation and amortization                                  74,303        114,824
   Gain on disposal of long-lived assets                        (155,554)            --
   Issuance of common stock for services                          93,320        597,920
   Issuance of warrants for services                             198,727             --
   Cancellation of common stock for services not performed       (48,750)            --
   Realized loss on securities                                        --          3,165
   Reduction of long-lived assets                                     --         93,145
   (Increase) decrease in:
     Accounts receivable                                         (55,100)        (4,422)
     Inventory                                                    10,582             --
     Interest receivable and others                                 (983)           778
   Increase (decrease) in:
     Accounts Payable and Accrued Expenses                      (152,145)       152,459
                                                             -----------    -----------
   CASH FLOWS (USED IN) OPERATING ACTIVITIES                    (420,552)    (1,145,951)
                                                             -----------    -----------
Cash Flows From Investing Activities:
  Employee loans and advances                                    (21,665)         7,600
  Proceeds from disposal of property and equipment                 6,375             --
  Proceeds from sales of intangible assets                       150,000             --
  Purchase of property and equipment                                  --         (2,685)
  Capitalized software development costs                              --        (34,498)
  Proceeds from sales of securities                                   --        189,990
                                                             -----------    -----------
   CASH FLOWS PROVIDED BY INVESTING ACTIVITIES                   134,710        160,407
                                                             -----------    -----------
Cash Flows From Financing Activities:
  Net payments on capital lease obligations                       (8,811)            --
  Repayments to officers                                         (14,000)            --
  Net proceeds from stock subscription                           287,720             --
  Exercise of options and warrants                                68,107         10,000
  Net proceeds from sales of stock                               253,250        406,250
                                                             -----------    -----------
   CASH FLOWS PROVIDED BY FINANCING ACTIVITIES                   586,266        416,250
                                                             -----------    -----------
   NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS          300,424       (569,294)

Cash and cash equivalents, at beginning of period                122,459        629,508
                                                             -----------    -----------
CASH AND CASH EQUIVALENTS, AT END OF PERIOD                  $   422,883    $    60,214
                                                             ===========    ===========
Supplemental Disclosures of Cash Flow Information:
    Interest paid                                            $    17,886    $        --

Supplemental schedule of noncash investing and financing
  activities:
  Retirement of common stock to reduce an employee loan      $    10,000    $        --

  Acquisition of a license right in common stock             $    75,000    $        --

  Note receivable incurred for stock subcription             $   550,000    $        --

  Conversion of notes receivable into investment             $        --    $   132,000

</TABLE>


SEE NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

<PAGE>

CIRCLE GROUP HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------------------------

NOTE 1 - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business

Circle Group Holdings, Inc. (the "Company") operates Fiber-Gel Technologies,
Inc. ("Fiber-Gel"), Mini-Raman Lidar Technology, The Brave Way Training Systems,
Inc., Consulting CGI, and On-Line Bedding Corp. divisions. As part of the
transition to the Company's new sales and marketing business model, Circle Group
has sought to dispose of certain corporate assets that do not enhance the
restructured operations, including, but not limited to, CGI Capital, Inc., its
e-finance operating segment and registered broker-dealer, and Veridisc, its
software development division.

A summary of significant accounting policies follows.

Presentation of Interim Information

The financial information at June 30, 2003 and for the three and six months
ended June 30, 2003 and 2002 is unaudited, but includes all adjustments
(consisting only of normal recurring adjustments) that the Company considers
necessary for a fair presentation of the financial information set forth herein,
in accordance with accounting principles generally accepted in the United States
("U.S. GAAP") for interim financial information, and with the instructions to
Form 10-QSB and Item 310 (b) of Regulation S-B. Accordingly, such information
does not include all of the information and footnotes required by U.S. GAAP for
annual financial statements. For further information, refer to the consolidated
financial statements and footnotes thereto included in the Company's annual
Report on Form 10-KSB for the year ended December 31, 2002.

The results for the three and six months ended June 30, 2003 may not be
indicative of results for the year ending December 31, 2003 or any future
periods.

Principle of Consolidation and Presentation

The accompanying consolidated financial statements include the accounts of
Circle Group Holdings Inc. and its subsidiaries, On-Line Bedding Corporation,
PPI Capital Corp., CGI Capital, Inc., CGI Total Media, CGI Worldwide, Veridisc
Corporation, Fiber-Gel Technologies, Inc. and TheBraveway.com, Inc., after
elimination of all intercompany accounts and transactions. Certain prior period
balances have been reclassified to conform to the current period presentation.

New Accounting Standards

In April 2003, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 149, "Amendment of
Statement 133 on Derivative Instruments and Hedging Activities," which is
generally effective for contracts entered into or modified after June 30, 2003
and for hedging relationships designated after June 30, 2003. SFAS No. 149
clarifies under what circumstances a contract with an initial net investment
meets the characteristic of a derivative as discussed in SFAS No. 133, clarifies
when a derivative contains a financing component, amends the definition of an
"underlying" to conform it to the language used in FASB Interpretation No. 45,
"Guarantor Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others" and amends certain other existing
pronouncements. The Company does not have any derivative financial instruments.
The Company does not anticipate that the adoption of SFAS No. 149 will have an
impact on its consolidated balance sheets or statements of operations and cash
flows.

<PAGE>


CIRCLE GROUP HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------------------------

NOTE 1 - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
         (CONTINUED)

In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of Both Liabilities and Equity." This Statement
requires that certain instruments that were previously classified as equity on
the Company's statement of financial position now be classified as liabilities.
The Statement is effective for financial instruments entered into or modified
after May 31, 2003, and otherwise is effective at the beginning of the first
interim period beginning after June 15, 2003. The Company currently has no
instruments impacted by the adoption of this statement and therefore the
adoption did not have an effect on the Company's consolidated financial
position, results of operations or cash flows.


NOTE 2:  INTANGIBLE ASSETS

Assignment of License Right

On March 26, 2003, Utek Corporation ("Utek") assigned the Company an exclusive
license to a chemical detection technology developed by the U.S. Department of
Energy's Brookhaven National Laboratory ("Brookhaven") in a stock transaction.
Brookhaven Lab's patent-pending technology, known as Mini-Raman Lidar, is a
short-range tool to screen unknown chemical, narcotic and hazardous substances
without having to come in contact with the substances. Under the assignment, the
Company issued 821,429 and 178,571 unregistered shares of the Company's stock to
Utek and Brookhaven Lab, respectively, with a total valuation of $75,000.

The acquired license right is not being amortized but will be reviewed annually
for impairment, or more frequently if impairment indicators arise, in accordance
with SFAS No. 142, Goodwill and Other Intangible Assets.

Sales of Fair Play Mark

On March 28, 2003, Veridisc Corporation ("Veridisc"), a wholly-owned subsidiary
of the Company, entered into an agreement to sell its Fair Play mark to an
undisclosed purchaser for a cash price of $150,000. Veridisc currently owns a
pending U.S. application for the mark FP FAIRPLAY PARTNER POWERED BY VERIDISC in
connection with its digital rights management product. The Company completed the
sale on April 4, 2003 and recognized a gain of $150,000.


NOTE 3 - EMPLOYEE LOAN

At the end of March 2003, the Company converted an employee advance of $30,840
into a note receivable bearing interest at 4% per annum, compounded annually.
The former employee agreed to make monthly payments of $2,000 to be taken from
his compensation for remaining as a principal of CGI Capital, Inc. (the
Company's subsidiary, "Broker-Dealer"), until the sale of Broker-Dealer is
completed. The employee shall then make monthly payments of $500 until the
entire loan amount is paid-off. The employee also agreed to surrender his 20,000
shares of the Company's stock in exchange for a reduction of the note amount by
$10,000. As of June 30, 2003, the balance of the note receivable was $17,011.

<PAGE>


CIRCLE GROUP HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------------------------

NOTE 4 - NOTES RECEIVABLE FOR STOCK SUBSCRIPTION

On June 30, 2003, the Company entered into a stock subscription agreement with
an unrelated party and agreed to sell 1.6 million shares of common stock and
warrants to purchase 1.6 million shares of common stock at an exercise price of
$1.50 per share, for an aggregate purchase price of $400,000. Under the
agreement, the Company received a 30-day note receivable of $400,000, which
bears interest at 4% per annum. The note was included in equity section as a
contra-equity.

On March 6, 2003, a note receivable of $150,000 was issued by an unrelated party
to purchase the Company's common stock at $0.25 per unit. Each unit consists of
one common stock and a warrant. The note bears interest at 4% per annum and is
due on May 31, 2003. The note was paid in full in the second quarter.


NOTE 5 - STOCKHOLDERS' EQUITY

Private Placement Offerings

In March 2003, the Company conducted a self-underwritten offering of the
Company's common stocks with detachable warrants up to $800,000. The number of
shares issuable to the holder will equal the amount paid by the holder divided
by the lesser of $0.25 or 50% of the closing price on the day of closing, but in
no event less than $0.20. One warrant will be issued to purchaser for every
share purchased. Warrants will be exercisable at a price equal to $1.50 and will
expire on February 28, 2005. The expiration date will be extended for one year
if the closing price on February 28, 2005 is not at least $1.50 and will be
extended to February 28, 2007 if the closing price on the extended expiration
date is not at least $1.50. The Company agreed to pay the placement agent a 9%
compensation of the total amount raised, plus a flat non-accountable expense
allowance to cover legal, escrow fees and miscellaneous costs not to exceed
$7,500. As of June 30, 2003, the Company received net proceeds of $287,720 from
the offering and issued 142,857 shares of the common stock and warrants. The
balance of the shares will not be issued until the offering has closed.

In April 2003, the Company conducted another self-underwritten offering the
Company's common stocks up to $4,000,000. The stock was sold for $0.25 per share
with a minimum purchase of 100,000 shares or $25,000 per unit. As of June 30,
2003, the Company sold and issued 300,000 shares and received $75,000 in
proceeds under the offering.

Retirement of common stock

During 2003, the Company retired 103,600 shares of common stock and recognized
other income of $48,750 from the retirement. 18,600 shares were retired from its
former employees due to employment termination; 65,000 shares were retired from
a consultant due to service not performed and 20,000 shares were retired to
reduce an employee loan of $10,000 as discussed in Note 2.

<PAGE>


CIRCLE GROUP HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------------------------

NOTE 6 - STOCK OPTIONS AND WARRANTS

Stock Incentive Plan

The Company issue stock options to its employees and outside directors and
provide employees the right to purchase our stock pursuant to 2002 Stock
Incentive Plan. The Company accounts for stock-based compensation plans under
the intrinsic value method of accounting as defined by Accounting Principles
Board Opinion No. 25, Accounting for Stock Issued to Employees and related
interpretations. No stock-based employee compensation cost is reflected in net
loss for the three and six months ended June 30, 2003 and 2002 as all options
granted under these plans had an exercise price equal to the fair market value
of the underlying common stock on the date of grant. For pro forma disclosures,
the estimated fair value of the options is amortized over the vesting period,
typically three years. The following table illustrates the effect on net loss
per share if the Company had accounted for its stock option plan under the fair
value method of accounting under Statement 123, as amended by Statement 148:

<TABLE>
<CAPTION>
                                                       Three months ended             Six months ended
                                                            June 30,                       June 30,
                                                       2003          2002             2003          2002
                                                  ----------------------------------------------------------
<S>                                               <C>            <C>            <C>            <C>
Net (loss), as reported                           $  (119,771)   $(1,312,518)   $  (384,952)   $(2,103,820)

Deduct: Total stock-based employee compensation
        expense determined under the fair
        value of awards net of tax effects            (40,790)      (375,641)       (81,581)      (751,282)
                                                  --------------------------------------------------------
Pro forma net (loss)                              $  (160,561)   $(1,688,159)   $  (466,533)   $(2,855,102)
                                                  ========================================================
Net (loss) per share:
   Basic and diluted, as reported                 $     (0.00)   $     (0.06)   $     (0.02)   $     (0.10)

   Basic and diluted, pro forma                   $     (0.01)   $     (0.08)   $     (0.02)   $     (0.14)
</TABLE>

The fair value of options granted was estimated at the date of grant using the
Black-Scholes option-pricing model with the following weighted average
assumptions:

<TABLE>
<CAPTION>
                                                 Three months ended            Six months ended
                                                     June 30,                       June 30,
                                               2003          2002             2003          2002
                                           ------------------------------------------------------------
<S>                                         <C>             <C>          <C>               <C>
        Expected life from vest date
        (years)                                 0.2-2.5         0.5-0.7        0.2-2.5         0.5-0.7
        Risk free interest rate              0.96-1.14%      1.69-1.71%     0.96-1.18%      1.65-1.76%
        Volatality                                 120%            483%           232%            483%
        Dividend yield                               --              --             --              --
        Weighted average fair value            $   0.39      $     5.62       $   0.73      $     5.53

</TABLE>

<PAGE>


CIRCLE GROUP HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------------------------

NOTE 6 - STOCK OPTIONS AND WARRANTS (CONTINUED)

Stock warrants

During the reported period, the Company granted warrants to purchase 2,090,000
shares of common stock at exercise prices from a range of $0.05 to $0.51 per
share in exchange for investor relations. These services were valued at $452,600
and were amortized over the length of the service. These warrants will expire
through September 20, 2006. As of June 30, 2003, 2,060,000 stock warrants were
issued and the balance of unamortized expenses amounted to $255,750 was included
in the equity section as a contra-equity.

The Company also granted 23,460 stock warrants at an exercise price of $0.08 to
several stockholders not to sell their free-trading stocks within six months.

As discussed in Note 5, the Company sold warrants in a private placement
offering to purchase up to 142,857 shares of common stock at an exercise price
of $1.50 per share. These warrants will expire on February 28, 2005.


NOTE 7 - NET LOSS PER SHARE

The following table sets forth the computation of basic and diluted net loss per
share:

<TABLE>
<CAPTION>
                                                      Three Months ended June 30,    Six Months ended June 30,
                                                        2003           2002             2003           2002
                                                    -------------------------------------------------------------
<S>                                               <C>             <C>             <C>               <C>
Numerator:
  Net (loss)                                      $   (119,771)   $ (1,312,518)   $     (384,952)   $   (2,103,820)
                                                  ----------------------------------------------------------------
Denominator:
  Weighted average number of shares outstanding     26,112,113      20,241,582        26,131,945        20,120,615
                                                  ----------------------------------------------------------------
Net loss per share-basic and diluted              $      (0.00)   $      (0.06)   $        (0.02)  $        (0.10)
                                                  ================================================================
</TABLE>

As the Company incurred a net loss for the three and six months ended June 30,
2003, the effect of dilutive securities totaling 3,934,542 and 3,807,510
equivalent shares, respectively, has been excluded from the calculation of
diluted loss per share because their effect was anti-dilutive. There was no
dilutive securities for the three and six months ended June 30, 2002 since all
outstanding options and warrants are "out-of-money"; it means their exercise
prices are greater than the closing bid price of the Company's stock as of that
date.


NOTE 8 - SEGMENT INFORMATION

The Company evaluates its reporting segments in accordance with SFAS No. 131,
Disclosures about Segments of an Enterprise and Related Information. The Chief
Executive Officer has been identified as the Chief Operating Decision Maker as
defined by SFAS No. 131. The Chief Executive Officer allocates resources to each
segment based on their business prospects, competitive factors, net sales and
operating results.

<PAGE>

CIRCLE GROUP HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------------------------

NOTE 8 - SEGMENT INFORMATION (CONTINUED)

During the first quarter of fiscal 2003, the Company changed the structure of
its internal organization to include four principal operating segments: (i) Food
Product Development, (ii) Security Training and Products, (iii) E-tailer, and
(iv) Business Consulting. The food product development segment owns the
exclusive, worldwide license to Z-Trim. The Security training offers cost
effective self-defense training courses and products with a uniquely targeted
curriculum. The e-tailer segment is a distributor of pillows, blankets, and
other bedding products. The business-consulting segment develops distinctive web
sites and provides business-consulting services for the Company's wholly owned
subsidiaries. The Company no longer reports segment information in the e-finance
and software development division. The Company also has other subsidiaries that
do not meet the quantitative thresholds of a reportable segment.

The Company reviews the operating companies income to evaluate segment
performance and allocate resources. Operating companies' income for the
reportable segments excludes income taxes, minority interest and amortization of
goodwill. Provision for income taxes is centrally managed at the corporate level
and, accordingly, such items are not presented by segment. The segments'
accounting policies are the same as those described in the summary of
significant accounting policies.

Intersegment transactions: Intersegment transactions are recorded at cost.

Summarized financial information of the Company's results by operating segment
is as follows:

<TABLE>
<CAPTION>
                                         Three Months ended             Six Months ended
                                               June 30,                      June 30,
                                          2003          2002            2003          2002
---------------------------------------------------------------------------------------------
<S>                                  <C>            <C>            <C>            <C>
Net Revenue:
  Food Product Development           $        --    $        --    $        --    $        --
  Security Training and Products           9,064             --         15,368             --
  E-Tailer                               172,252        132,007        326,393        248,550
  Business Consulting                     18,506         17,450         58,328         34,349
                                     --------------------------------------------------------
                                     $   199,822    $   149,457    $   400,089    $   282,899
                                     ========================================================
Operating Income(Loss):
  Food Product Development           $   (57,290)   $        --    $   (67,490)   $        --
  Security Training and Products           6,422             --         12,561             --
  E-Tailer                                35,125         (1,905)        (4,268)       (10,934)
  Business Consulting                   (266,167)    (1,211,340)      (562,832)    (2,005,130)
                                     --------------------------------------------------------
                                     $  (281,910)   $(1,213,245)   $  (622,029)   $(2,016,064)
                                     ========================================================
Net Income(Loss) before Tax:
  Food Product Development           $   (57,290)   $        --    $   (67,490)   $        --
  Security Training and Products           6,422             --         12,561             --
  E-Tailer                                35,808         (1,342)        (3,475)        (9,472)
  Business Consulting                   (101,285)    (1,210,606)      (319,695)    (2,003,035)
                                     --------------------------------------------------------
Net (loss) by reportable segments       (116,345)    (1,211,948)      (378,099)    (2,012,507)
All other net income (loss)               (3,425)      (100,569)        (6,853)       (91,313)
                                     --------------------------------------------------------
Consolidated net (loss) before tax   $  (119,770)   $(1,312,517)   $  (384,952)   $(2,103,820)
                                     ========================================================
</TABLE>

<PAGE>

CIRCLE GROUP HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------------------------

NOTE 8 - SEGMENT INFORMATION (CONTINUED)


                                                    June 30,
        Total Assets:                         2003              2002
                                           ----------------------------
        Food Product Development           $       --        $       --
        Security Training and Products          9,167                --
        E-Tailer                              172,772           205,230
        Business Consulting                 1,203,857           950,216
                                           ----------------------------
                                            1,385,796         1,155,446
        All other segments                     37,362           188,209
                                           ----------------------------

        Consolidated assets                $1,423,158        $1,343,655
                                           ============================



ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion is intended to assist in understanding the financial
condition and results of operations of Circle Group Holdings, Inc. You should
read the following discussion along with our financial statements and related
notes included in this Form 10-QSB. The following discussion contains
forward-looking statements that are subject to risks, uncertainties and
assumptions. Our actual results, performance and achievements in 2003 and beyond
may differ materially from those expressed in, or implied by, these forward
looking statements.

FORWARD-LOOKING STATEMENTS

When used in this Form 10-QSB and in future filings by us with the Securities
and Exchange Commission, in our press releases or other public or shareholder
communications, and in oral statements made with the approval of an authorized
executive officer, the words "believes," "intends," "expects," "may," "will,"
"should," "plan," "projected," "contemplates," "anticipates," or similar
statements are intended to identify forward-looking statements. Our ability to
predict results or the actual effect of future plans or strategies are
uncertain.

Factors which could have a material adverse effect on our operations include,
but are not limited to, market acceptance of Z-Trim, general economic
conditions, availability of additional financing on acceptable terms,
legislative/regulatory changes, competition, demand for financial services in
our market areas and accounting principles and guidelines. These risks and
uncertainties should be considered in evaluating forward-looking statements and
you should not place undue reliance on these forward-looking statements, which
apply only as of the date of this filing. We undertake no obligation to release
publicly the result of any revisions to these forward-looking statements that
may be made to reflect events or circumstances after the date of this Form
10-QSB or to reflect the occurrence of unanticipated events.

SUMMARY OF FINANCIAL RESULTS

Streamlining of the Company's activities has produced a second consecutive
quarter of general improvement in our operations and earnings for quarter two of
2003. Due to cost cutting measures and equity financing, our auditor has removed
the going concern issue from our financial statement. These improvements, and
the increased price of our stock, better positions Circle Group Holdings to
focus more thoroughly on sales of Z-Trim and the Company's other emerging
technologies in the future. With the acquisition of Nutritional Analysis Tool we
feel we are more effectively aligned to address obesity issues with Z-Trim.
Also, by acquiring ThraxVac, the Company has added a serious toxin destruction
technology to add to our Lidar toxin detection system."

As a result of additional funds raised by the Company, total assets increased by
22% to $1,423,158 at June 30, 2003 from $1,112,157 at March 31, 2003 and they
also increased by 6% over $1,343,655 from the period ending June 30, 2002.

<PAGE>

RESULTS OF OPERATIONS

THREE AND SIX MONTH PERIODS ENDING JUNE 30, 2003 COMPARED TO THE SAME PERIODS
ENDING JUNE 30, 2002

Revenues

Revenues for the quarter of $199,822 decreased less than 1% from the $200,267
first quarter 2003 results and was 25% higher than the $149,457 from the same
period a year earlier. Revenues of $400,089 for the six month period ending June
30, 2003 represented a 29% increase over the six month period results of
$282,899 ending June 30, 2002.

The following table provides a breakdown of the revenues for our divisions for
the periods indicated:

                                    Three months ended June 30,
                                     2003                2002
                                   --------            ---------
      Products                     $172,252            $132,007
      Services                       27,570              17,450
                                   --------            --------
      Total Revenues               $199,822            $149,457
                                   ========            ========

                                     Six months ended June 30,
                                     2003                2002
                                   --------            ---------
      Products                     $326,497            $248,550
      Services                       73,592              34,349
                                   --------            --------
      Total Revenues               $400,089            $282,899
                                   ========            ========

Other income

Total other income for the three months ended June 30, 2003 was $165,567 up from
$1,313 for the comparable period in fiscal 2002.

Operating expenses

Operating expenses consist of payroll and related costs, insurance, occupancy
expenses, professional fees, and general operating expenses. Total operating
expenses decreased 55% to $312,355 for the three months ended June 30, 2003 from
$705,980 for the three months ended June 30, 2002. For the six month period
ending June 30, 2003, operating expenses of $597,178 decreased by 52% from
$1,239,986 for the six month period ending June 30, 2002. For the three months
ending June 30, 2003, operating expenses increased 9% to $312,355 from $284,823
for the previous period ending March 31, 2003.

Net loss

The Company reported a net loss for the second quarter 2003 of $119,771 or $0.00
per share, a 55% decrease from the net loss of $265,181 or $0.02 per share for
the first quarter of 2003, and a 91% decrease from the net loss of $1,312,518 or
$0.06 per share for the second quarter of 2002. For the six month period ending
June 30, 2003, we reported a net loss of $384,952 or $0.02 per share or an 82%
decrease from the $2,103,820 or $0.10 per share net loss for the six month
period ending June 30, 2002. This was due to improved expense reduction and
additional other income on the sale of assets.

LIQUIDITY AND CAPITAL RESOURCES

At June 30, 2003, we had cash and cash equivalents of $422,883, compared to
$60,214 at June 30, 2002 and $104,469 at March 31, 2003.

Net cash used in operating activities decreased by 63% to $420,552 for the six
months ended June 30, 2003 as compared to net cash used in operating activities
of $1,145,951 for the six months ended June 30, 2002.

Net cash provided by investing activities was $134,710 for the three months
ended June 30, 2003, as compared to net cash used by investing activities of
$160,407 for the three months ended June 30, 2002.

In the second quarter of 2003, we have funded our operations with sales of
products and services, as well as through the private sale of our common stock.

<PAGE>

In the near term, we expect operating costs to remain constant and sales to
increase. As a result, we expect our future business outlook to improve.

To successfully grow the individual segments of the business, the Company must
improve its cash position, and the revenue base of each segment, as well as
continue to succeed in its ability to raise additional capital through a
combination of public or private equity offerings, or strategic alliances. The
Company also depends on certain important employees, and the loss of any of
those employees may harm the Company's business.

The Company has generated approximately $362,720 in additional operating capital
through sales of its common stock in a private placement offering during the
second three months of 2003.

SPECIAL CAPITAL CONSIDERATIONS OF CGI CAPITAL

CGI Capital, a majority-owned subsidiary of Circle Group is partly owned by Mr.
Dennis Hayes and his partners. As a registered broker-dealer, it must follow the
SEC's Uniform Net Capital Rule, Rule 15c3-1, which is designed to measure the
financial integrity and liquidity of a broker-dealer, and the minimum net
capital deemed necessary to meet its commitments to its customers. Rule 15c3-1
provides that a broker-dealer doing business with the public must not permit its
aggregate indebtedness to exceed 15 times its net capital or, alternatively,
that it not permit its net capital to be less than 2% of aggregate debit items
as calculated by the rule. As of this date, CGI Capital is required to maintain
a minimum net capital of $5,000. As of June 30, 2003, it had net capital of
$6,128. The minimum net capital required is based upon the nature of CGI
Capital's broker-dealer business. If CGI Capital remains principally engaged in
the offer and sale of private placement securities, then its net capital
requirement remains at $5,000.


FACTORS THAT MAY AFFECT FUTURE RESULTS

ABILITY TO OBTAIN ADDITIONAL FINANCING. Circle Group's revenues may not be
sufficient to fulfill its business plan and could require the need for
additional capital. Such additional funds may be needed to finance our
operations, fund expansion and respond to competitive pressures. There can be no
assurance that we will be able to obtain additional financing, if needed, or on
acceptable terms.

COMPETITIVE AND RAPIDLY CHANGING MARKETPLACE. There is significant competition
in the emerging breakthrough technology spaces in which the Company conducts its
business. In addition, the market for our business is rapidly changing and there
are many uncertainties. Many of our competitors have longer operating histories,
larger customer bases, greater brand recognition and significantly greater
financial, marketing and other resources than us. These competitors may be able
to devote substantially more resources to developing their business than we may.
Our ability to compete depends upon a number of factors within and outside our
control, including market conditions, the capital raising environment and
industry acceptance of our products and services.

DEPENDENCE ON INTELLECTUAL PROPERTY. Our success depends in part on our ability
to protect patents, copyrights and trademarks, maintain trade secret protection
and operate without infringing the proprietary rights of others. Current or
future claims of intellectual property infringement could adversely affect our
operating results, cash flows, financial position or business, as could expenses

<PAGE>

incurred by us in enforcing our intellectual property rights against others or
defending against claims that our product infringe the intellectual property
rights of others.

KEY PERSONNEL. Our future success depends to a significant extent on the
continued services of Gregory J. Halpern. The loss of his services or any of our
executive officers or other key employees could harm our business.

GOING CONCERN. The Company's consolidated financial statements for the year
ending on December 31, 2002 were prepared on a going concern basis, which for
one year contemplates the realization of assets and the settlement of
liabilities and commitments in the normal course of business. In the near term,
operating costs may continue to exceed funds generated from operations. The
Company can give no assurance that it will achieve profitability or be capable
of sustaining profitable operations. Also, factors unrelated to our operating
performance, including economic and business conditions; the loss of significant
customers; the outcome of future litigation and market conditions could also
adversely affect our operating results.

                                     PART II
                                OTHER INFORMATION

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

During the second quarter of 2003, the Company completed private placements of
its common stocks to individual accredited investors. As of June 30, 2003, the
Company received net proceeds of $362,720 and issued 442,857 shares of common
stock and warrants. The Company paid $25,895 to its placement agent in
connection with the sales plus a flat non-accountable expense allowance not to
exceed $7,500. All of the shares were sold in reliance upon the exemption from
registration set forth in Rule 506 of Regulation D promulgated under the
Securities Act of 1933, as amended. The Company intends to use the proceeds for
working capital.

ITEM 10. EXHIBITS AND REPORTS ON FORM 8-K

         (a)    Exhibits

            Exhibit No.                        Description
            -----------                        -----------

               10.1          Gregory J. Halpern Employment Agreement
                             [Incorporated by reference to Exhibit 6.1 to Circle
                             Group's Registration Statement on Form 10-SB (SEC
                             File No. 000-27841)]

               10.2          Michael Theriault Employment Agreement
                             [Incorporated by reference to Exhibit 6.3 to
                             Circle Group's Registration Statement on Form 10-SB
                             (SEC File No. 000-27841)]

               10.3          Dana Dabney Employment Agreement [Incorporated by

<PAGE>

                             reference to Exhibit 6.4 to Circle Group's
                             Registration Statement on Form 10-SB (SEC File No.
                             000-27841)]

               10.4          Addendum to Gregory J. Halpern's Employment
                             Agreement [Incorporated by reference to Exhibit 6.5
                             to Circle Group's Registration Statement on Form
                             10-SB (SEC File No. 000-27841)]

               10.5          Circle Group Holdings,Inc. 1999 Stock Option Plan
                             [Incorporated by reference to Exhibit 6.6 to Circle
                             Group's Registration Statement on Form 10-SB (SEC
                             File No. 000-27841)]

               10.6          Industrial Lease Agreement between CLO Enterprises
                             and Circle Group Holdings,Inc. dated May 20, 1999
                             [Incorporated by reference to Exhibit 6.7 to Circle
                             Group's Registration Statement on Form 10-SB (SEC
                             File No. 000-27841)]

               10.7          Industrial Lease Agreement between CLO Enterprises
                             and Circle Group Holdings,Inc. dated June 18, 1999
                             [Incorporated by reference to Exhibit 6.8 to Circle
                             Group's Registration Statement on Form 10-SB (SEC
                             File No. 000-27841)]

               10.8          Stock Purchase Agreement, dated December 20, 2002,
                             by and between CGI Capital and Rothschild Owens
                             Hayes & Partners, Inc.

               10.9          Promissory Note, dated August 2, 2002, delivered by
                             Circle Group Holdings, Inc. in favor of Gregory J.
                             Halpern

              10.10          Promissory Note, dated November 7, 2002, delivered
                             by Circle Group Holdings, Inc. in favor of Gregory
                             J. Halpern

              10.11          Promissory Note, Dated November 30, 2002, delivered
                             by Circle Group Holdings, Inc. in favor of Edward
                             L. Halpern

              10.12          Stock Sale Agreement and Promissory Note, dated
                             November 15, 2002, by and between Circle Group
                             Holdings, Inc. and Dana Dabney

              10.13          Asset Purchase Agreement, dated August 27, 2002, by
                             and between Circle Group Holdings, Inc. and Utek
                             Corporation [Incorporated by reference to Circle
                             Group's Current Report on Form 8-K filed on
                             September 11, 2002]

              10.14          Assignment of License Agreement Between UTEK
                             Corporation, Circle Group Holdings, Inc. and
                             Brookhaven Science Associates dated March 26 2003*

              10.15          Assignment of License Agreement Between UTEK
                             Corporation, Circle Group Holdings, Inc. and
                             University ofIllinois dated July 9, 2003*

              10.16          Assignment of License Agreement Between Circle
                             Group Holdings, Inc. and Brookhaven Science
                             Associates dated July 22, 2003*

               31.1          Statement Under Oath of Principal Executive Officer
                             of the Company Pursuant to Section 302 of Sarbanes-
                             Oxley Act of 2002*

               31.2          Statement Under Oath of Principal Financial Officer
                             of the Company Pursuant to Section 302 of Sarbanes-
                             Oxley Act of 2002*

               32.1          Statement Under Oath of Principal Executive Officer
                             of the Company Pursuant to Section 906 of
                             Sarbanes-Oxley Act of 2002*

               32.2          Statement Under Oath of Principal Financial Officer
                             of the Company Pursuant to Section 906 of
                             Sarbanes-Oxley Act of 2002*

-------------------
* Filed herewith.

<PAGE>

                (b) REPORTS ON FORM 8-K

                         NONE.











                                   SIGNATURES

         In accordance with the requirements of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                        CIRCLE GROUP HOLDINGS, INC.
                                        (Registrant)


Date:  August 14, 2003
                                         By:  /s/ Gregory J. Halpern
                                              ----------------------------------
                                              Gregory J. Halpern, President and
                                              Chief Executive Officer

                                         By:  /s/ Dana L. Dabney
                                              ----------------------------------
                                              Dana L. Dabney, Chief Financial
                                              Officer